Terms & Conditions
GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1. DEFINITIONS AND INTERPRETATION
1.1. In the Contract (as defined below) the following expressions have the meaning set opposite:
Confidential Information – the Customer’s Confidential Information and/or STFC’s Confidential Information as the context requires;
Confirmatory Email – the email sent by STFC accepting the Offer;
Contract – the contract between STFC and the Customer incorporating these General Conditions, any Special Conditions, the Confirmatory Email and the Offer;
Customer – the person so described in the Offer;
Customer’s Confidential Information – any confidential information, know-how and data belonging to the Customer (including the Results) that is disclosed directly or indirectly by the Customer to STFC, any member of the STFC Group, or any other employee or representative of STFC in the course of STFC’s provision of the Services;
End Date – the end date (if any) stated in the Confirmatory Email;
General Conditions – these general terms and conditions;
Intellectual Property Rights – any invention, patent, copyright, trade mark, trade name, service mark, registered design, design right (registered and unregistered), know-how, right of confidence, trade secret, right to extract or exploit data, database rights, any similar rights protected in any jurisdiction, whether now existing or coming into existence at some future date, any application for any of the above, and any accrued rights of action in respect of any of the above;
Price – the price or charges set out in the Offer and/or Confirmatory Email, as revised from time to time in accordance with the Contract;
Offer – the customer registration form (including the Specification and Special Conditions (if any)) completed by the Customer and incorporating these General Conditions which sets out the details of the Services to be supplied to the Customer by STFC;
Results – all advice, information, know-how, results, data, inventions, materials and software identified, created or first reduced to practice or writing in the course of conducting the Services;
Services – the protein crystallography analysis services supplied or to be supplied by STFC to the Customer under the Contract that are identified as services in the Offer, as amended from time to time in accordance with the Contract;
Special Conditions – the special conditions (if any) appended to the Offer;
Specification – the specification (if any) of any of the Services set out in, or attached to and forming part of, the Offer;
Start Date – the Start Date stated in the Confirmatory Email;
STFC – The Science and Technology Facilities Council;
STFC’s Confidential Information - any confidential information, know-how and data belonging to STFC that is disclosed directly or indirectly by STFC, any member of the STFC Group or any other employee or representative of STFC to the Customer in the course of STFC’s provision of the Services;
STFC Group – STFC and its wholly owned subsidiaries; and
Working Day – any day when all of STFC’s sites are open for business.
1.2. References in the Contract to any enactment, act, order, regulation or similar instrument are to be construed as references to that enactment, act, order, regulation or instrument as amended by any later enactment, order, regulation or instrument or as contained in any later re-enactment of it.
1.3. The headings in these General Conditions are for ease of reference only and do not affect their interpretation or construction.
2.1. When the Customer submits to STFC a completed Offer , it is making an offer to purchase the Services. The Contract is formed when STFC sends the Confirmatory Email Offer to the Customer.
2.2. These General Conditions and the Offer, together with any Special Conditions, apply to the supply of the Services to the exclusion of all other terms and conditions. Any other terms and conditions proposed by the Customer or which the Customer purports to apply (whether in any purchase order, confirmation of order, in correspondence or in any other context) will not form part of the Contract or be binding on STFC.
2.3. These General Conditions, the Special Conditions (if any) and the Offer constitute the entire agreement between the Customer and STFC in relation to the Services and supersede all earlier agreements, arrangements and understandings relating to the subject matter of this Contract with the exception of any existing non-disclosure agreement (“NDA“) between STFC and the Customer regarding the subject matter of this Contract. If there is any conflict between the confidentiality provisions of this Contract and an NDA, the relevant terms of this Contract shall be superseded.
2.4. If there is any conflict or inconsistency between these General Conditions, the Offer and the Special Conditions (if any), the Offer will prevail over the Special Conditions and the Special Conditions will prevail over these General Conditions, in each case to the extent necessary to resolve that conflict or inconsistency.
2.5. STFC may amend any Service where necessary to comply with any statutory or regulatory requirement or in any way that does not materially affect their quality.
2.6. Subject to Condition 2.5, neither the Contract nor any Service may be amended, supplemented or varied without the written agreement of both STFC and the Customer and any attempt to amend, supplement or vary the Contract or any Service without that written agreement will be null and void.
3.1. STFC will use reasonable endeavours to supply the Services in accordance with the Contract.
3.2. The Customer will provide STFC with any and all information, software, equipment, materials and documentation (“Customer Data/Materials“) in good time to allow STFC to carry out its obligations under the Contract, and will also carry out any task allocated as the Customer’s responsibility in the Offer in good time to allow STFC to carry out its obligations under the Contract.
3.3. If the Customer does not perform or delays in performing its obligations under the Contract, and that non-performance or delay affects STFC’s ability to perform the Contract, STFC will not be in breach of contract, and the Customer will pay STFC as if STFC had performed its obligations
3.4. If, in connection with the supply of any Services, STFC permits any employees or representatives of the Customer to have access to any STFC premises, the Customer will ensure that, while on STFC premises, its employees and representatives comply with (i) all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and (ii) any STFC policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any STFC laboratory, facility or equipment which is brought to their attention or given to them whilst they are on STFC premises by any employee or representative of STFC.
3.5. STFC has absolute discretion to deny access to any person to any of its premises at any time.
4. PRICE AND PAYMENT
4.1 The Customer will pay the Price to STFC.
4.2. All prices, fees, charges and expenses are inclusive of any applicable value added tax.
4.3. STFC may invoice the Customer as set out in the Offer, and the Customer will pay each of STFC’s invoices, in the currency stated in the Offer, within the period for payment stated on such invoice.
4.4. If the Customer is required by law or regulation to make any deduction or withholding on account of tax or otherwise on any sum payable under the Contract, the amount payable to STFC by the Customer will be increased by the amount of that deduction or withholding to ensure that STFC receives a sum equal to the amount to be paid under the Contract.
4.5. If any payment to STFC is overdue, STFC may do one or more of the following:
(a) suspend work under the Contract until that payment has been made in full. (In that case all expenses incurred by STFC in connection with that suspension and any subsequent resumption of work will be added to the amounts payable and will be paid by the Customer, and any timescales will be extended accordingly.); or
(b) treat the non-payment as a material breach and terminate the Contract in accordance with Condition 10.2(a); or
(c) charge the Customer interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.6. STFC is not obliged to carry out any work except that specifically stated in the Contract. STFC reserves the right to charge the Customer, and the Customer will pay STFC a reasonable charge for, any additional work carried out for the Customer by STFC.
4.7. On the termination or expiry of the Contract, the Customer will pay STFC, in accordance with this Condition 4, all unpaid fees and expenses accrued up to the date of termination or the expiry of the Contract and for all costs and expenses that STFC has incurred or agreed to incur in connection with any work done or to be done for the Customer.
5.1. Any date or period for performance of the Services is intended to be an estimate only and time shall not be of the essence. The Customer will not be entitled to terminate the Contract solely because the performance of any Service is delayed, even if it has given notice to STFC requiring performance by a specific date.
5.2. STFC may carry out partial performance of any Services and invoice for the part(s) performed, even though not all of the Services have been performed.
5.3. The Customer will obtain, at its risk and expense, any export and import licences or other authorisations necessary for the export and import of the Customer Data/Materials and their transit through any country or territory, will deal with all customs formalities necessary for their export, import and transit, and will bear the costs of complying with those formalities, and all duties, taxes and other charges payable on export or import.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Except as expressly stated to the contrary in these Conditions, any Special Conditions or the Specification, nothing in the Contract assigns or transfers any Intellectual Property Rights or grants either party any licence to use any Intellectual Property Rights, except that STFC may use, for the purpose of performing its obligations under the Contract, all information, software and materials supplied to it by or on behalf of the Customer.
6.2. The Customer will own all Intellectual Property Rights in the Results.
6.3. STFC reserves for itself, the STFC Group and each of their employees, officers, students, visiting researchers, and contractors the non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use the Results, subject to Condition 7.1, for the purposes of research, publication, and teaching, including research collaborations with third parties.
6.4. STFC and the Customer will each take any action or execute any document reasonably required by the other to give effect to any of its rights under the Contract or to enable their registration in any relevant territory provided that the requesting party pays the other party’s reasonable expenses.
7.1. STFC will keep confidential and not disclose to any third party any of the Customer’s Confidential Information.
7.2. Except as necessary to exploit its rights under Condition 6.3, STFC will not use for any purpose except providing the Services any of the Customer’s Confidential Information.
7.3. The Customer will keep confidential and not disclose to any third party nor use for any purpose any of STFC’s Confidential Information.
7.4. Neither party will be in breach of its obligations to keep the other party’s Confidential Information confidential to the extent that it:
(a) is known to the party making the disclosure before its receipt from the other party, and not already subject to any obligation of confidentiality to the other party;
(b) is or becomes publicly known without any breach of the Contract or any other undertaking to keep it confidential;
(c) has been obtained by the party making the disclosure from a third party in circumstances where the party making the disclosure has no reason to believe that there has been a breach of obligation of confidentiality owed to the other party;
(d) is disclosed pursuant to the requirement of any law or regulation or the order of any court of competent jurisdiction, and the party required to make that disclosure has informed the other, within a reasonable time after being required to make the disclosure, of the requirement to make the disclosure and the information required to be disclosed; or
(e) is approved for release in writing by an authorised representative of the other party.
7.5. STFC will not be in breach of any obligation to keep the Customer’s Confidential Information confidential or not to disclose it to any third party by making it available to any member of the STFC Group.
7.6. If STFC receives a request under the Freedom of Information Act 2000 to disclose any information that, under the Contract, is the Customer’s Confidential Information, it will notify the Customer and will consult with the Customer. The Customer will respond to STFC within 10 Working Days after receiving STFC’s notice if that notice requests the Customer to provide information to assist STFC to determine whether or not an exemption to the Freedom of Information Act applies to the information requested. The Customer acknowledges that the decision as to whether or not an exemption does apply and whether the Confidential Information requested can be withheld rests solely with STFC.
7.7. The Provisions of Condition 7.6 shall also apply as though STFC were the Customer and vice versa if the Customer is subject to the Freedom of Information Act 2000 or any equivalent legislation.
7.8. Neither STFC nor the Customer will use the other’s name or logo in any press release or product advertising, or for any other promotional purpose, without first obtaining the other’s written consent.
8.1. STFC warrants to the Customer that the Services will be supplied with reasonable skill and care.
8.2. If STFC breaches the warranty in Condition 8.1 and the Customer has notified STFC of that breach within 2 months after the provision of that Service STFC will, at its option:
(a) re-perform that Service at no additional charge to the Customer; or
(b) refund the Price paid by the Customer for that Service.
8.3. The warranties and undertakings given by STFC in the Contract are given in lieu of all implied warranties, terms and conditions and, to the extent permitted by law, all conditions, warranties, representations or other terms on the part of STFC (except those expressly set out in the Contract), including any relating to satisfactory quality, fitness for a particular or any purpose, or the ability to achieve any particular result, are excluded from the Contract. STFC specifically does not warrant that its performance of the Services will produce Results which solve the Customer’s Data/Materials, and offers no guarantee that any Customer Data/Materials are in fact soluble.
8.4. The Customer warrants that it has not been induced to enter into the Contract by any representation or by any warranty (whether oral, or in writing) except those specifically set out in the Contract. The Customer waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or of any other kind, unless made by STFC fraudulently) which is not specifically set out in the Contract.
9.1. Nothing in the Contract excludes or limits STFC’s liability for: (i) fraud or other criminal act; (ii) personal injury or death caused by negligence; or (iii) any other liability that cannot be excluded by law.
9.2. STFC's aggregate liability for damage to tangible property arising in connection with the Contract or in connection with any and all of the Services is limited to the total Price paid by the Customer.
9.3. Subject to Condition 9.1, in no event will STFC be liable for any loss or damage resulting from: loss of or damage or corruption of data (including, without limitation, loss, damage or corruption of Customer Data/Materials in transmission); decisions of the Customer or third parties based on the Results; loss of use of software, data or systems; loss of profits; loss of business; loss of anticipated savings; loss of revenues; loss of opportunity; loss of goodwill, or loss of reputation whether, in each case, direct or indirect and whether or not the type of loss was foreseen or reasonably foreseeable. Moreover STFC will not be liable for any indirect loss or damage.
9.4. Except as provided for in Condition 9.1 and Condition 9.2, STFC’s maximum aggregate liability to the Customer in connection with the Contract and the provision or failure to provide any or all of the Services will be limited to a sum equivalent to the Price.
9.5. The above limitations and exclusions on STFC’s liability apply regardless of the cause of action, whether arising under statute, in contract, in tort (including but not limited to negligence), or in any other way.
9.6. Despite anything else contained in the Contract, neither party will be liable for any delay in performing or failure to perform its obligations (except an obligation to pay) caused by circumstances beyond its control including, without limitation, any act or omission of the other party or of any third party (except a party’s employees, contractors or suppliers who will be deemed to be under its control for the purposes of this Condition). In those circumstances the Customer or STFC (as the case may be) will be granted a reasonable extension of time for the performance of its obligations, the reasonableness of that extension to be assessed not only in the context of the Contract but also in the context of STFC’s other commitments.
9.7 The Customer warrants that the Customer Data/Materials it provides will not be contaminated or corrupted and in particular (without limitation) will not contain any virus, worm, Trojan horse, logic bomb or other malware and the Customer indemnifies fully and shall keep STFC indemnified fully against any losses, damages or costs suffered by STFC arising out of any breach of this clause 9.7.
10. DURATION AND TERMINATION
10.1. The Services will begin on the Start Date and, subject to earlier termination of the Contract under Condition 10.2 or any Special Condition, will continue until the End Date.
10.2. STFC or the Customer may terminate the Contract by giving notice to the other if:
(a) the other commits any material breach of the Contract and (in the case of a breach that is capable of being remedied) has failed to remedy that breach within 30 days after receiving notice requiring it to remedy that breach; or
(b) the other has a receiver or administrative receiver appointed over it or over any part of its undertaking or assets, or the other passes a resolution for winding-up (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or if a court of competent jurisdiction makes an order to that effect, or if the other becomes subject to an administration order, or if the other enters into any voluntary arrangement with its creditors, or if any similar process to any of the above is begun in any jurisdiction, or if it ceases or threatens to cease to carry on business.
10.3. The expiry or termination of the Contract will not affect any accrued rights or liabilities of STFC or the Customer, nor will it affect the coming into force or the continuance in force of any provision of the Contract that is expressly, or by implication, intended to come into or to continue in force on or after termination.
10.4. General Conditions 1, 2, 3.3, 3.4, 3.5, 4.7, 4.8, 4.9, 5.1, 6, 7, 8, 9, 10.3, 10.4 and 11 will survive the termination or expiry of the Contract and will continue indefinitely.
11.1. No forbearance or delay by STFC or the Customer in enforcing its rights will prejudice or restrict those rights. No waiver of any right or breach will operate as a waiver of any other right or breach. No right, power or remedy conferred on, or reserved to, STFC or the Customer is exclusive of any other right, power or remedy available to it, and each of those rights, powers and remedies is cumulative.
11.2. If any part of the Contract is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Contract will not be affected.
11.3. All notices to be given under the Contract must be in writing or by email and be sent to the address or email address of the intended recipient set out in the Offer, or any other address or email address which the intended recipient may designate by notice given in accordance with the provisions of this Condition.
11.4. Any notice may be delivered personally (including by courier), or sent by first class pre-paid letter or by email and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; and if by email, when received.
11.5. Subject to Condition 11.6, neither STFC nor the Customer may assign the Contract or any of its rights or obligations under it, whether in whole or in part, without first obtaining the other's written consent. That consent will not be unreasonably withheld or delayed.
11.6. STFC may, provided it gives written notice to the Customer, assign its rights and obligations under the Contract to any member of the STFC Group. STFC may, without written notice to the Customer, subcontract the performance of the Services (or any part thereof) to external contractors, but in such circumstances STFC shall remain liable under the Contract as if it had carried out the Services itself.
11.7. The Contract and its validity are governed by, and the Contract is to be construed in accordance with, the laws of England. Both parties agree to submit to the exclusive jurisdiction of the English Courts.
11.8. Nothing in the Contract creates any partnership or joint venture between STFC and the Customer, or the relationship between them of principal and agent.
11.9. No third party is entitled to the benefit of the Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any member of the STFC Group may directly enforce or rely on any Condition expressed to be for the benefit of the STFC Group or any member of it.